AEW UK REIT plc: Placing under Placing Programme

19/02/2020 7:00am

UK Regulatory (RNS & others)

AEW UK REIT plc (AEWU)
AEW UK REIT plc: Placing under Placing Programme
19-Feb-2020 / 07:00 GMT/BST
Dissemination of a Regulatory Announcement that contains inside information
according to REGULATION (EU) No 596/2014 (MAR), transmitted by EQS Group.
The issuer is solely responsible for the content of this announcement.
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY
OR INDIRECTLY, IN OR INTO OR FROM THE UNITED STATES, ANY MEMBER STATE OF THE
EUROPEAN ECONOMIC AREA (OTHER THAN THE UNITED KINGDOM), AUSTRALIA, CANADA,
SOUTH AFRICA, JAPAN OR ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO DO SO.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION. PLEASE SEE THE IMPORTANT
NOTICE AT THE OF THIS ANNOUNCEMENT.
This announcement is an advertisement for the purposes of the Prospectus
Rules of the UK Financial Conduct Authority (the "FCA") and not a prospectus
and not an offer of securities for sale in any jurisdiction. Neither this
announcement nor anything contained herein shall form the basis of, or be
relied upon in connection with, any offer or commitment whatsoever in any
jurisdiction. Investors should not purchase or subscribe for any shares
referred to in this announcement except on the basis of information in the
prospectus published on 1 March 2019 (the "Prospectus") and the
supplementary prospectus published on 11 July 2019. A copy of the Prospectus
is available from the Company's website (www.aewukreit.com/investors),
subject to applicable securities laws, and at its registered office at 6th
Floor, 65 Gresham Street, London, EC2V 7NQ and at the offices of Gowling WLG
(UK) LLP, 4 More London Riverside, London, SE1 2AU.
19 February 2020
AEW UK REIT Plc (the "Company")
Placing under Placing Programme
The Company today announces its intention to raise new capital under the
Company's placing programme (the "Placing Programme") as detailed in the
Company's Prospectus dated 1 March 2019.
Background
The Company's investment objective is to deliver an attractive total return
to Shareholders from investing predominantly in a portfolio of smaller
commercial properties in the United Kingdom. The Company, as at 15 January
2020, directly owns a diversified portfolio of 35 regional UK commercial
property assets with a particular focus on industrial assets.
The Company has paid a dividend of 8 pence per share since inception which
is fully covered by portfolio yield. AEW UK Investment Management LLP (the
"Investment Manager") employs an active management strategy which seeks to
enhance values through rental uplift and other strategic opportunities. The
fair value independent valuation of its property portfolio was GBP195.80
million and it had net assets of GBP147.38 million as at 31 December 2019
(unaudited).
Investment Opportunity
The Investment Manager, has a strong pipeline of potential investments
matching the Company's investment policy and showing similar attractive
income profiles and value add opportunities to the existing out-performing
portfolio. This pipeline, on which due diligence and negotiations are
progressing, totals c. GBP100 million the majority being in the industrial
sector and focused on locations exhibiting low levels of competing supply
and assets with low levels of passing rent. The Company achieved total
returns of 8.54 per cent. from similar assets held over the 12 months to 31
December 2019. Net proceeds raised under the Placing are expected to be
deployed within approximately three to six months of Admission.
Proposed Placing under the Placing Programme
The Company is seeking to raise up to GBP20 million via a placing (the
"Placing") of new ordinary shares of 1 pence each (the "New Shares") at a
proposed placing price of 97 pence per share (the "Proposed Placing Price").
The Proposed Placing Price represents a 1.85 per cent. premium to the last
reported (unaudited) Net Asset Value per Ordinary Share of the Company as at
31 December 2019 (the "NAV") adjusted for dividend declared on 16 January
2020 which went ex-dividend on 23 January 2020.
The proposed Placing will take place through the Company's broker, Liberum
Capital Limited ("Liberum").
The Placing shall commence immediately following the release of this
announcement and is expected to close at 4.00 p.m. (London time) on 25
February 2020, but may be closed earlier or later at the discretion of the
Company and Liberum. The final number of New Shares will be agreed between
the Company and Liberum following close of the Placing, and announced
shortly thereafter. The Placing size may be increased or decreased at the
Company's discretion.
Liberum may choose to accept bids, either in whole or in part, on the basis
of allocations determined in agreement with the Company, and may scale down
any bids for this purpose on such basis as the Company and Liberum may
determine. Liberum may also, notwithstanding the above and subject to the
prior consent of the Company: (i) allocate New Shares after the time of any
initial allocation to any person submitting a bid after that time, and (ii)
allocate New Shares after the book-build has closed to any person submitting
a bid after that time. The Company's Board, in consultation with Liberum,
may also decide not to proceed with the Placing for any reason. In this
case, an announcement will be made by the Company.
Applications will be made to the London Stock Exchange for the New Shares to
be to be admitted to listing on the premium segment of the Official List and
to trading on the Main Market ("Admission"). It is expected that Admission
will become effective on or around 28 February 2020 and that dealings in the
New Shares will commence at that time.
The Placing is being made pursuant to the terms and conditions set out in
Part 11 of the Prospectus. Investors are invited to apply for New Shares
pursuant to the Placing by contacting their usual contact at Liberum.
Dividend
On 16 January 2020, the Company declared a dividend for the quarter ending
31 December 2019 which went ex on 23 January 2020 and which is expected to
be paid on 28 February 2020. Investors subscribing for shares under the
Placing will not qualify for that dividend but shall rank pari passu for the
next quarter's declared dividend.
Expected Timetable for the Placing
Each of the times and dates set out below and mentioned elsewhere in this
document may be adjusted by the Company, in which event details of the new
times and dates will be announced via a Regulatory Information Service.
References to a time of day are to London time.
Event Date
Placing opens 19 February 2020
Latest time and date for 4.00 p.m. on 25 February 2020
commitments under the Placing
Trade date 26 February 2020
Admission 8.00 a.m. on 28 February 2020
Crediting of CREST stock accounts 28 February 2020
in respect of the New Shares
A copy of the Prospectus is available for inspection at:
www.morningstar.co.uk/uk/nsm as well as on the Company's website:
https://www.aewukreit.com/.
Terms used but not defined in this announcement shall have the meanings
given to such terms in the Prospectus.
This announcement contains inside information for the purposes of Article 7
of EU Regulation 596/2014. Upon the publication of this announcement, this
inside information is now considered to be in the public domain.
Past performance is not necessarily a reliable indicator of future results.
Returns are target returns only and there can be no guarantee that such
returns will be achieved. The market value of shares and income from them
can fall as well as rise due to stock market and currency movements. When
you sell your investment you may get back less than you originally invested.
Enquiries
AEW UK
Alex Short alex.short@eu.aew.com
+44(0) 20 7016 4848
Laura Elkin Laura.elkin@eu.aew.com
+44(0) 20 7016 4869
Nicki Gladstone nicki.gladstone-ext@eu.aew.com
+44(0) 7711 401 021
Company Secretary
Link Company Matters Limited aewu.cosec@linkgroup.co.uk
+44(0) 1392 477 500
TB Cardew AEW@tbcardew.com
Ed Orlebar +44 (0) 7738 724 630
Lucas Bramwell +44 (0) 7939 694 437
Liberum Capital
Gillian Martin / Owen Matthews +44 (0) 20 3100 2000
About AEW UK REIT
AEW UK REIT plc (LSE: AEWU) aims to deliver an attractive total return to
shareholders by investing predominantly in smaller commercial properties
(typically less than GBP15 million), on shorter occupational leases in strong
commercial locations across the United Kingdom. The Company was listed on
the Official List of the UK Listing Authority and admitted to trading on the
Main Market of the London Stock Exchange on 12 May 2015, raising GBP100.5m.
Since IPO it has raised a further GBP51m.
The Company is currently invested in office, retail, industrial and leisure
assets, with a focus on active asset management, repositioning the
properties and improving the quality of the income stream.
AEWU is currently paying an annualised dividend of 8p per share.
www.aewukreit.com
About AEW UK Investment Management LLP
AEW UK Investment Management LLP employs a well-resourced team comprising 26
individuals covering investment, asset management, operations and strategy.
It is part of AEW Group, one of the world's largest real estate managers,
with &euro70.2bn of assets under management as at 30 September 2019. AEW
Group comprises AEW SA and AEW Capital Management L.P., a U.S. registered

investment manager and their respective subsidiaries. In Europe, as at 30
September 2019, AEW Group managed &euro32.3bn of real estate assets on
behalf of a number of funds and separate accounts with over 400 staff
located in 9 offices. The Investment Manager is a 50:50 joint venture
between the principals of the Investment Manager and AEW. In May 2019, AEW
UK Investment Management LLP was awarded Property Manager of the Year at the
Pensions and Investment Provider Awards.
www.aewuk.co.uk [1]
LEI: 21380073LDXHV2LP5K50
Important Notice
This announcement is not intended to be investment advice.
Members of the public are not eligible to take part in the Placing. This
announcement and the terms and conditions referred to herein are directed in
the United Kingdom only at persons selected by Liberum Capital Limited who
are " investment professionals" falling within Article 19(5) of the
Financial Services and Markets Act 2000 (Financial Promotion) Order 2005
(the "FPO") or "high net worth companies, unincorporated associations etc."
falling within Article 49(2) of the FPO, or persons to whom it may otherwise
be lawfully communicated (all such persons together being referred to as
"Relevant Persons"). This announcement and the terms and conditions referred
to herein must not be acted on or relied on in the United Kingdom by persons
who are not Relevant Persons. Any investment or investment activity to which
this announcement relates is available only to, and will be engaged in only
with, persons in the United Kingdom who are Relevant Persons.
The Ordinary Shares that are the subject of the Placing are not being
offered or sold to any person in the European Union, other than to
"qualified investors" within the meaning of the law in the relevant Member
State implementing Article 2(e) of the Prospectus Regulation and/or to
persons to whom the Ordinary Shares may lawfully be marketed under the
Alternative Investment Fund Managers Directive or under the applicable
implementing legislation (if any) of that relevant Member State.
All offers of Ordinary Shares will be made pursuant to the Prospectus. In
the United Kingdom, this announcement is being directed solely at persons in
circumstances in which section 21(1) of the Financial Services and Markets
Act 2000 (as amended) does not apply.
The information contained in this announcement is for background purposes
only and does not purport to be full or complete. It is also subject to
change. Before subscribing for any Ordinary Shares, persons viewing this
announcement should ensure that they fully understand and accept the risks
which are set out in the Prospectus. The value of the Ordinary Shares is not
guaranteed and can fall as well as rise due to stock market and currency
movements. When you sell your investment you may get back less than you
originally invested. The price and value of securities can go down as well
as up, and investors may get back less than they invested or nothing at all.
Potential investors should consult an independent financial advisor as to
the suitability of the securities referred to in this advertisement for the
person concerned.
Neither this announcement nor the information contained herein is for
publication, distribution or release, in whole or in part, directly or
indirectly, in or into or from the United States (including its territories
and possessions), any member state of the European Economic Area (other than
the United Kingdom), Australia, Canada, South Africa, Japan or to any person
in any of those jurisdictions or any other jurisdiction where to do so would
constitute a violation of the relevant laws of such jurisdiction. The offer
of Ordinary Shares pursuant to the Placing (the "Offer") and the
distribution of this announcement may be restricted by law in certain
jurisdictions and persons into whose possession this announcement or any
document or other information referred to herein comes should inform
themselves about and observe any such restriction. Any failure to comply
with these restrictions may constitute a violation of the securities laws of
any such jurisdiction.
This announcement does not contain or constitute an offer of, or the
solicitation of an offer to buy or subscribe for, the securities referred to
herein to any person in any jurisdiction, including the United States,
Australia, Canada, South Africa or Japan or in any jurisdiction to whom or
in which such offer or solicitation is unlawful.
The securities to which this announcement relates have not been and will not
be registered under the U.S. Securities Act of 1933, as amended (the
"Securities Act") or with any regulating authority or under any applicable
securities laws of any state or other jurisdiction of the United States, and
may not be offered, sold, pledged or otherwise transferred within the United
States or to US persons unless registered under the Securities Act or
pursuant to an exemption from, or in a transaction not subject to, the
registration requirements of the Securities Act and in compliance with
applicable state law. There will be no public offer of the securities in the
United States. The securities referred to herein have not been registered
under the applicable securities laws of Australia, Canada, South Africa or
Japan and, subject to certain exceptions, may not be offered or sold within
Australia, Canada, South Africa or Japan or to any national, resident or
citizen of Australia, Canada, South Africa or Japan.
This announcement contains statements that are, or may be deemed to be,
"forward-looking statements". These forward-looking statements may be
identified by the use of forward-looking terminology, including the terms
"believes", "expects", "anticipates", "intends", "plans", "estimates",
"aim", "forecast", "projects", "may", "will" or "should" or, in each case,
their negative or other variations or comparable terminology, or by
discussions of strategy, plans, objectives, goals, future events or
intentions. Forward-looking statements may and often do differ materially
from actual results. The forward-looking statements reflect the Company's
and the Investment Manager's current view with respect to future events and
are subject to risks relating to future events and other risks,
uncertainties and assumptions relating to the Company's business, results of
operations, financial position, liquidity, prospects, growth, strategies and
the industry in which the Company operates. The forward-looking statements
speak only as of the date they are made and cannot be relied upon as a guide
to future performance. Forward-looking statements are necessarily based upon
a number of estimates and assumptions that, while considered reasonable by
the Company, the Investment Manager, are inherently subject to significant
business, economic and competitive uncertainties and contingencies. Known
and unknown factors could cause actual results to differ materially from
those projected in the forward-looking statements. As a result, investors
are cautioned not to place undue reliance on such forward-looking
statements. Forward-looking statements speak only as of their date and the
Company, the Investment Manager, Liberum and any of such person's respective
directors, officers, employees, agents, affiliates or advisors expressly
disclaim any obligation to supplement, amend, update or revise any of the
forward-looking statements made herein, except where it would be required to
do so under applicable law. It is up to the recipient of this announcement
to make its own assessment as to the validity of such forward-looking
statements and assumptions. No statement in this announcement is intended as
a profit forecast or a profit estimate.
The timetable, including the date of Admission, may be influenced by a range
of circumstances such as market conditions. There is no guarantee that the
Offer will proceed and you should not base your financial decisions on the
Company's intentions in relation to the Offer. This announcement does not
constitute a recommendation concerning the Offer. The Company is not
regulated by the FCA and FCA protection does not apply to the Offer.
Liberum, which is authorised and regulated by the FCA in the United Kingdom,
is acting exclusively for the Company and no one else in connection with the
matters described in this announcement. Liberum will not regard any other
person (whether or not a recipient of this document) as a client in relation
thereto and will not be responsible to anyone other than the Company for
providing the protections afforded to its clients nor for giving advice in
relation to the Offer, the contents of this announcement or any transaction
or arrangement or other matter referred to herein.
In connection with the Offer, Liberum and any of its affiliates, acting as
investors for their own accounts, may subscribe for or purchase Ordinary
Shares and in that capacity may retain, purchase, sell, offer to sell or
otherwise deal for their own accounts in such Ordinary Shares and other
securities of the Company or related investments in connection with the
Offer or otherwise. Accordingly, references in the Prospectus to the
Ordinary Shares being offered, subscribed, issued, acquired, sold, placed or
otherwise dealt in should be read as including any offer, subscription,
issue, sale, acquisition, placing or dealing in the Ordinary Shares by
Liberum and any of its affiliates acting as investors for their own
accounts. In addition, Liberum or its affiliates may enter into financing
arrangements and swaps in connection with which it or its affiliates may
from time to time acquire, hold or dispose of Ordinary Shares. Neither
Liberum nor any of its affiliates intend to disclose the extent of any such
investment or transactions otherwise than in accordance with any legal or
regulatory obligations to do so.
Apart from the responsibilities and liabilities, if any, which may be

imposed on Liberum by the FSMA or the regulatory regime established
thereunder, or under the regulatory regime of any jurisdiction where
exclusion of liability under the relevant regulatory regime would be
illegal, void or unenforceable, neither Liberum nor any of its affiliates,
directors, officers, employees, advisors or agents accepts any
responsibility or liability whatsoever for, or makes any representation or
warranty, express or implied, as to the truth, accuracy, completeness or
fairness of the information contained in this announcement (or whether any
information has been omitted from the announcement) or any other information
relating to the Company, its subsidiaries or associated companies, whether
written, oral or in a visual or electronic form, and howsoever transmitted
or made available or for any loss howsoever arising from any use of this
announcement or its contents or otherwise arising in connection therewith.
Solely for the purposes of the product governance requirements contained
within: (a) EU Directive 2014/65/EU on markets in financial instruments, as
amended ("MiFID II"); (b) Articles 9 and 10 of Commission Delegated
Directive (EU) 2017/593 supplementing MiFID II; and (c) local implementing
measures (together, the "MiFID II Product Governance Requirements"), and
disclaiming all and any liability, whether arising in tort, contract or
otherwise, which any "manufacturer" (for the purposes of the MiFID II
Product Governance Requirements) may otherwise have with respect thereto,
the Ordinary Shares have been subject to a product approval process, which
has determined that the Ordinary Shares are: (i) compatible with an end
target market of investors who meet the criteria of retail investors and
investors who meet the criteria of professional clients and eligible
counterparties, each as defined in MiFID II; and (ii) eligible for
distribution through all distribution channels as are permitted by MiFID II
(the "Target Market Assessment"). Notwithstanding the Target Market
Assessment, Distributors should note that: the price of the Ordinary Shares
may decline and investors could lose all or part of their investment; the
Ordinary Shares offer no guaranteed income and no capital protection; and an
investment in the Ordinary Shares is compatible only with investors who do
not need a guaranteed income or capital protection, who (either alone or in
conjunction with an appropriate financial or other adviser) are capable of
evaluating the merits and risks of such an investment and who have
sufficient resources to be able to bear any losses that may result
therefrom. The Target Market Assessment is without prejudice to the
requirements of any contractual, legal or regulatory selling restrictions in
relation to the Offer. Furthermore, it is noted that, notwithstanding the
Target Market Assessment, Liberum will only procure investors who meet the
criteria of professional clients and eligible counterparties.
For the avoidance of doubt, the Target Market Assessment does not
constitute: (a) an assessment of suitability or appropriateness for the
purposes of MiFID II; or (b) a recommendation to any investor or group of
investors to invest in, or purchase, or take any other action whatsoever
with respect to the Ordinary Shares.
Each distributor is responsible for undertaking its own target market
assessment in respect of the Ordinary Shares and determining appropriate
distribution channels.
ISIN: GB00BWD24154
Category Code: MSCL
TIDM: AEWU
LEI Code: 21380073LDXHV2LP5K50
OAM Categories: 2.2. Inside information
3.1. Additional regulated information required to be
disclosed under the laws of a Member State
Sequence No.: 47489
EQS News ID: 978337
End of Announcement EQS News Service
1: https://link.cockpit.eqs.com/cgi-bin/fncls.ssp?fn=redirect&url=7894e0a377d1bda4334ddf4dea91264a&application_id=978337&site_id=vwd&application_name=news